Mbook Technology Private Limited vs Mr Pulkit Baldev And Ors

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* IN THE HIGH COURT OF DELHI AT NEW DELHI
# CNR No. DLHC010505612026
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Date of decision: 28 October, 2026
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Uploaded on: 31 October, 2026
+ FAO(OS) (COMM) 285/2026, CM APPL. 72766/2026, CM APPL.
72767/2026, CM APPL. 72768/2026, CM APPL. 72769/2026 & CM
APPL. 72770/2026

MBOOK TECHNOLOGY PRIVATE LIMITED .....Appellant
Through: Mr. Sandeep Sethi, Sr. Adv. with Mr.
Aditya Mukherjee, Mr. Krishna
Tangirala, Ms. Shreya Sethi, Mr.
Ritwik Sharma, Mr. Aditya Kumar
Singh and Ms. Anshula Singa,
Advocates
versus

MR PULKIT BALDEV AND ORS .....Respondents
Through: Mr. Rajshekhar Rao, Sr. Adv. with
Mr. Roshan Santhalia, Mr. Abhay
Vohra, Mr. Shivansh Sinha, Ms.
Kavya Arora, Advocates
CORAM:
JUSTICE PRATHIBA M. SINGH
JUSTICE DINESH BHATT

Prathiba M. Singh, J. (Oral)
1. This hearing has been done through hybrid mode.
2. The present appeal has been filed by the Appellant-Company under
Section 37(1)(b) of the Arbitration and Conciliation Act, 1996 (hereinafter,
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‘the Act’) assailing the impugned order dated 14 October, 2026 passed by
the ld. Single Judge of this Court in O.M.P. (I) (COMM) No. 474/2026 titled
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‘Pulkit Baldev v. MBook Technology Private Limited & ors.’ (hereinafter,
‘the impugned order’) .
3. The brief background of the case is that Respondent Nos. 1, 2 and 3
had together promoted the Appellant-company i.e., MBook Technology
Private Limited. The Appellant-company is presently engaged in the trading
of metal supplies.
4. Respondent No. 1 – Mr. Pulkit Baldev is stated to own approximately
14% shares in the Appellant-company and is a promoter shareholder. The
other two shareholders and Promoters are Mr. Raghavendra Pratap Singh and
Mr. Aman Tibrewal .
5. Certain disputes had arisen, which led to the termination of Respondent
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No. 1 – Mr. Pulkit Baldav vide termination letter dated 25 September, 2026.
6. The termination letter dated 25th September, 2026 was challenged by
the Respondent No. 1 before the ld. Single Judge in O.M.P. (I) (COMM) No.
474/2026 in a petition under Section 9 of the Act on the following grounds:
(i) That Respondent No.1 could not have been treated as an
employee as he was a promoter-shareholder.
(ii) The Employment Agreement dated 11th March, 2022
(hereinafter, ‘the Employment Agreement’) and the Shareholders’
Agreement dated 10th February, 2025 (hereinafter, ‘the Shareholders’
Agreement) are required to be read harmoniously and in conjunction
with each other, as a composite whole. Neither of the said agreements
can be construed or interpreted in isolation.
(iii) Further, the ground raised was that the notice of the board
meeting on 21st September, 2026 was given 20-25 minutes prior, and
hence, the entire termination is mala fide .
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7. The said petition was heard by the learned Single Judge on 14
October, 2026 and after considering the matter at the ad-interim stage, the
learned Single Judge has observed as under:-
“xxxx xxxx xxxx

10. I have considered the rival submissions. What strikes,
at the outset, is the manner and the speed with which notice
of meeting of Board of Directors, was served upon the
petitioner at 7.02 p.m. and the meeting was held at 7.30 p.m.
At this meeting, the Board terminated the employment of the
petitioner with immediate effect. It is necessary to mention
that it is not termination of an employee simpliciter. It is
also a termination of one of the founding promoters, who
has alleged a violation of Shareholders Agreement and
Articles of Association. The act of the respondent has
serious effect on his shares as per the Shareholders
Agreement. In Dr. Sharad Sahai (supra) , the Single Judge
of this Court, Hon’ble Mr. Justice C. Hari Shankar, has
dealt with the issue as to whether an interlocutory
injunction can be granted in such matters. It was held that
when the termination of employment of petitioner is in
flagrant violation of the Promoter Employment Agreement,
an interlocutory injunction can be granted. The case law
cited by learned Counsel for the respondent will be dealt
with after receiving the detailed reply. Presently, I find no
hindrance in grant of an interlocutory order in view of the
stark facts of this case. Accordingly, as an ad interim
measure, the implementation and effect of resolution
passed under Agenda Item 4 at the meeting of the Board
of Directors of respondent no.1 held on 21.09.2026 and of
termination letter dated 21.09.2026 are hereby stayed till
final disposal of application under Section 9 of the Act .

11. It is made clear that this is purely an interim order
and nothing shall prevent this court from taking a
different view, if required, while disposing of the
application under Section 9 of the Act in light of facts and
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applicable law.

12. Notice to respondent No.1 has already been accepted
by Mr. Aditya Mukherjee, learned Counsel for respondent
No. 1.

13. Respondents shall file their replies within four weeks
of their service. Rejoinder, if any, shall be filed by the
petitioner after two weeks thereafter.
14. Re-notify for arguments on application under Section
9 of the Act, on 08.12.2026.”

8. Aggrieved by the said order, the Appellant company has preferred the
present petition.
9. Mr. Sandeep Sethi, ld. Senior Counsel appearing for the Appellant-
Company has made the following submissions:
(i) That in terms of Clause 10.2 and 10.3 of the Employment
Agreement as also the Clauses 8.13 and 8.15 of the Shareholders’
agreement , the Respondent No. 1 had been terminated with ‘cause’.
(ii) It is stated that the Respondent No. 1 is guilty of not attending
the office and of absenteeism, and the same has been stated as one of
the causes for termination.
(iii) Further, it is stated that the Employment Agreement being a
contract for personal service, interim orders staying the termination
could not have been granted as the same is contrary to various Supreme
Courts judgments including the following:
● Percept D’Mark (India) (P) Ltd. Vs. Zaheer Khan (2006) 4
SCC 227 ;

● Chem Academy Pvt. Ltd. Vs. Sumit Mehta, 2021 SCC OnLine
Del 4985 ;
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● Krishna Kumar Singh vs. TUI India Pvt. Ltd., 2021 SCC
OnLine Del 4902 .
(iv) After the passing of the ad-interim order by the Ld. Single Judge,
Respondent No. 1 has now started attending office of the Appellant-
Company, and is also disrupting the smooth functioning and the operation
of the company.
10. On behalf of Respondent No. 1, Mr. Rajshekhar Rao, ld. Senior
Counsel has made the following submissions:
(i) Respondent No. 1 cannot be treated as a mere employee. He is a
promoter-shareholder and is vested with various rights under the
Shareholders’ Agreement .
(ii) It is stated that the shareholding of the Respondent No. 1 is, as
on date, valued at approximately Rs. 200 crores at fair market value.
(iii) That disputes had arisen inter-se the parties, which led to the
Respondent No. 1 addressing an e-mail dated 20th August, 2026 to the
other promoters. It was in the context of the said e-mail that the other
two promoters, with a dishonest intention, sought to terminate the
services of the Respondent No. 1 altogether.
(iv) That the allegation that any disruption has been caused by the
Respondent No. 1 is denied.
11. The Court has considered the matter, the rival submissions as also the
clauses in both the agreements.
12. In view of the fact that the Respondent No. 1 is not an employee of the
Appellant-Company, in a strict sense of the term, the judgments which are
relied on by the Appellant-Company would not be applicable.
13. The validity of the termination of Respondent No.1 would require a
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proper appreciation of the clauses which are contained in the two agreements,
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i.e., Shareholder Agreement dated 10 February, 2025 and Employment
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Agreement dated 11 March, 2022.
14. Ld. Single Judge has, at the ad-interim stage, stayed the termination of
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Respondent No.1, which was issued by the Appellant-company on 21
September, 2026.
15. In effect, therefore, the Respondent No. 1 is now back in his position
as a promoter-shareholder and employee of the Appellant-company.
16. One clear fact that cannot be disputed is that 86% of the shares are
owned by the other two promoters, investors and third parties. Respondent
No. 1 is not a majority shareholder. However, the fact that he owns 14%
shareholding in the Appellant-Company cannot also be completely ignored.
17. Under these circumstances, in order to ensure that there is no further
disruption in the business and operations of the Appellant-Company, and that
the Company can continue smooth operations, while the dispute is being
adjudicated in a petition under Section 9 of the Act before the ld. Single Judge,
and after having heard the learned Senior Counsels, this Court directs that the
termination letter dated 21st September, 2026 shall remain stayed, subject to
the following conditions:-
i) Respondent No. 1 shall not participate in any Board Meetings or
in the decision making process of the Appellant-Company;
ii) The shareholding of Respondent No. 1 shall not be diluted in any
manner, either in terms of percentage or in terms of value. This
shall be an obligation of the Appellants and all third parties, with
whom they may have dealings;
iii) If the Respondent No. 1 chooses to attend the office of the
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Appellant-Company physically, he shall not cause any
disruption in the working of the company.
18. The above arrangement shall continue to subsist till a final decision is
taken in the petition under Section 9 of the Act in O.M.P. (I) (COMM) No.
474/2026 .
19. With the consent of the parties, the following schedule is fixed for
hearing in the Section 9 petition:
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● The Appellant-Company shall file the reply to the petition by 2
November, 2026.
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● Rejoinder, if any, shall be filed on or before 17 November, 2026.
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● The matter be listed on 18 November, 2026 for hearing before the
learned Single Judge.
20. The appeal is disposed of in the above terms. Pending applications, if
any, are also disposed of.
21. It is made clear that this Court has not expressed any opinion on the
merits of the case.


PRATHIBA M. SINGH
JUDGE


DINESH BHATT
JUDGE
OCTOBER 28, 2026
‘ rs’/sm
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